Employing the anterograde and retrograde axonal tracing techniques with Phaseolus vulgaris leucoagglutinin and cholera toxin B subunit, we demonstrated direct projections from the globus pallidus (GP) to the midbrain and pons in the cat. Cells of origin of these projections were localized in the caudal 2/3 of the GP, and their major target sites included the peripeduncular region, nucleus of the brachium of the inferior colliculus, para-lateral lemniscal zone, nucleus sagulum, external and pericentral nuclei of the inferior colliculus, and cuneiform nucleus. A combination of retrograde axonal tracing and immunohistochemistry for choline acetyltransferase revealed that GP neurons giving rise to such descending projections were primarily non-cholinergic.